NEW YORK--(BUSINESS WIRE)--Macquarie Infrastructure Corporation (the “Company” or “MIC”) (NYSE:MIC) announced today the pricing of $350.0 million of convertible senior notes due 2023. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional $52.5 million of convertible senior notes solely to cover over allotments. The size of the offering was increased from $325.0 million to $350.0 million. The offering is expected to close on October 13, 2016, subject to customary closing conditions.
The convertible senior notes will be unsecured, unsubordinated obligations of MIC, and interest will be payable semi-annually at a rate of 2.0% per annum. The initial conversion rate of the convertible notes is 8.9364 shares of common stock per $1,000 principal amount of the convertible notes (which is equivalent to an initial conversion price of approximately $111.90 per share). Upon conversion, MIC will pay or deliver, as the case may be, cash, shares of common stock of MIC or a combination of cash and shares of MIC common stock, at its election. Prior to July 1, 2023, the notes will be convertible at the option of holders of the notes only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The Company expects to use the net proceeds from this offering for general corporate purposes, including, but not limited to, the closing of the proposed acquisition of the aviation facility at Stewart Airport in New York; the expansion of the Company’s Bayonne Energy Center by 130 megawatts; the closing of the proposed acquisition of the 80 megawatt Utah Red Hills solar power facility; the repayment of the outstanding balance on the Company’s senior secured revolving credit facility, and, if the refinancing of the existing senior secured credit agreement of the Company’s Atlantic Aviation business is completed, the Company intends to use the net proceeds of the offering, in part, to repay a portion of the drawn revolving loan balance under the new Atlantic Aviation senior secured credit agreement.
J.P. Morgan, Barclays, BBVA, Regions Securities LLC and Wells Fargo Securities are acting as joint book-running managers for the offering.
This press release is neither an offer to sell nor a solicitation of an offer to buy the securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the qualification under the securities laws of any such state or jurisdiction.
An automatically effective registration statement relating to these securities was filed with the Securities and Exchange Commission on April 5, 2016. The offering is being made only by means of an effective registration statement, including a prospectus supplement and accompanying prospectus, copies of which may be obtained from J.P. Morgan, via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, or by telephone at 1-866-803-9204 or by email at email@example.com, from Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-888-603-5847 or by email at firstname.lastname@example.org, from BBVA, 1345 Avenue of the Americas, 44th Floor, New York, NY 10105 or by telephone at 1-212-728-1500 or from Wells Fargo Securities, Securities Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, or by telephone at 1-800-326-5897 or by email at email@example.com.
About Macquarie Infrastructure Corporation
MIC owns, operates and invests in a diversified group of infrastructure businesses providing basic services to customers in the United States. Its businesses consist of a bulk liquid terminals business, International-Matex Tank Terminals, an airport services business, Atlantic Aviation, entities comprising an energy services, production and distribution segment, MIC Hawaii, and entities comprising a Contracted Power and Energy segment.
This press release contains forward-looking statements. MIC may, in some cases, use words such as "project", "believe", "anticipate", "plan", "expect", "estimate", "intend", "should", "would", "could", "potentially", or "may" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this release are subject to a number of risks and uncertainties, some of which are beyond MIC's control including, among other things: changes in general economic or business conditions; its ability to service, comply with the terms of and refinance debt, successfully integrate and manage acquired businesses, retain or replace qualified employees, manage growth, make and finance future acquisitions, and implement its strategy; risks associated with development and investment in the power industry; its regulatory environment establishing rate structures and monitoring quality of service; demographic trends, the political environment, the economy, tourism, construction and transportation costs, air travel, environmental costs and risks; fuel and gas and other commodity costs; its ability to recover increases in costs from customers; cybersecurity risks; work interruptions or other labor stoppages; reliance on sole or limited source suppliers, risks or conflicts of interests involving its relationship with the Macquarie Group and changes in U.S. federal tax law.
MIC's actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which MIC is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this release may not occur. These forward-looking statements are made as of the date of this release. MIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
"Macquarie Group" refers to the Macquarie Group of companies, which comprises Macquarie Group Limited and its worldwide subsidiaries and affiliates. Macquarie Infrastructure Corporation is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Infrastructure Corporation.